Welcome to our dedicated page for Wk Kellogg Company SEC filings (Ticker: KLG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page compiles historical U.S. Securities and Exchange Commission filings for WK Kellogg Co, which formerly traded on the New York Stock Exchange under the symbol KLG. These documents trace the company’s life cycle as a public issuer, from routine financial reporting to its acquisition by Ferrero and subsequent deregistration.
Among the key filings are multiple Forms 8-K reporting material events. These include the July 10, 2025 filing describing the Agreement and Plan of Merger with Ferrero International S.A. and Frosty Merger Sub, Inc.; later 8-Ks detailing regulatory milestones, supplemental proxy disclosures, and the special meeting of shareowners on September 19, 2025 at which the merger proposal was approved; and the September 26, 2025 8-K documenting completion of the merger, the cash consideration per share, changes in control, board resignations and amendments to governing documents.
For trading status, users can review the Form 25 filed on September 26, 2025, which served as the notification of removal of WK Kellogg Co common stock from listing and/or registration on the New York Stock Exchange. The Form 15 filed on October 6, 2025 then certified the termination of registration under Section 12(g) and the suspension of reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, noting that the approximate number of holders of record was one.
Other filings in the record include 8-Ks addressing quarterly and annual financial results, non-reliance on previously issued financial statements due to an identified error in inventory accounting, and the use of non-GAAP measures such as Adjusted EBITDA. Together, these filings offer a detailed regulatory history of WK Kellogg Co’s operations, financial reporting, merger process and transition from a listed issuer to a wholly owned indirect subsidiary of Ferrero.
On Stock Titan, AI-powered tools can help summarize lengthy forms like 8-Ks, 10-Ks and 10-Qs, highlight key terms of transactions such as the Ferrero merger, and surface important changes in listing status, capital structure and governance for historical research on the former KLG ticker.
Ferrero International to acquire WK Kellogg Co (NYSE: KLG) in an all-cash merger valued at $23.00 per share. On 10 July 2025 the companies signed a definitive Agreement and Plan of Merger under which Frosty Merger Sub, a wholly-owned subsidiary of Ferrero, will merge with and into WK Kellogg Co; the cereal maker will survive as a wholly-owned indirect subsidiary of Ferrero.
Consideration & capital structure
- Each outstanding share of KLG common stock (other than treasury shares or dissenting shares) will be converted into the right to receive $23.00 in cash (the “Per Share Price”).
- Treasury shares and shares already owned by Ferrero will be cancelled with no consideration.
- Equity awards convert to cash: vested RSUs paid out at closing; unvested RSUs/PSUs become cash-settled awards that pay on the original vesting/performance schedule; DSUs paid in cash on their original distribution dates, all calculated at $23.00 per underlying share.
Key closing conditions
- Approval by holders of a majority of outstanding KLG shares (voting agreements executed with the W.K. Kellogg Foundation Trust and Gund family entities support the deal).
- Expiration or termination of the HSR waiting period plus other required regulatory and tax opinions.
- No Company Material Adverse Effect and no legal restraint prohibiting the transaction.
- Ferrero’s obligation to close is not conditioned on financing.
Termination provisions
- Outside date: 10 Jan 2026, automatically extended to 10 Jul 2026 for antitrust clearances.
- KLG may terminate for a Superior Proposal prior to shareholder approval; doing so requires a $73.54 million break-up fee.
- Ferrero must pay KLG $105.06 million if the merger fails to close because of certain antitrust impediments by the termination date.
Additional disclosures
- A joint press release (Exhibit 99.1) furnished under Items 2.02 and 7.01 contains preliminary Q2-25 net sales and adjusted EBITDA figures (exact numbers not included in this filing extract).
- The company has agreed to customary operating and “no-shop” covenants during the interim period.
The board of WK Kellogg Co has unanimously approved the transaction and recommends that shareholders vote in favor. A definitive proxy statement will be filed with the SEC; shareholders are urged to read it when available.